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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
July
10, 2026
ONCOTELIC
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-21990 |
|
13-3679168 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
29397
Agoura Road, Suite 107
Agoura
Hills, CA 91301
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code
(650)
635-7000
Not
applicable.
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
| N/A |
|
OTLC |
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
3.02 |
Unregistered
Sale of Equity Securities. |
See
Item 5.02, below.
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
July 10, 2026, the board of directors (the “Board”) of Oncotelic Therapeutics, Inc. (the “Company”)
approved the granting of certain restricted stock units (“RSUs”) to the Company’s directors and officers and
to certain employees and advisors, that are employed by the Company or affiliates of the Company, pursuant to the terms of Restricted
Stock Unit Award Agreements (the “RSU Agreements”). In the aggregate 17,796 RSUs were awarded, including the RSUs
issued to the Company’s directors and officers.
Each
RSU represents the contingent right to receive one (1) share of the Company’s Series A Convertible Preferred Stock, par value $0.01
(“Preferred Stock”), subject to performance and time-based vesting. Each share of Preferred Stock is convertible,
by its terms, into 1,000 shares of the Common Stock.
The
RSUs will vest if the Company’s common stock, par value $0.01 per share (“Common Stock”) is uplisted onto a
national stock exchange on or before June 30, 2027, or such period as extended by the Board, subject to the recipient’s continuing
to remain in service with the Company or its affiliated entity for a period six months after such uplisting. Each RSU will be settled
by delivery of Preferred Stock immediately upon vesting. If the uplisting does occur not by June 30, 2027, or such period as extended
by the Board, or, the recipient’s continuous service terminates before six months following the uplisting, then the RSUs would
expire and automatically be forfeited.
The
names of the directors and officers who have received RSU awards, their titles, and the number of RSUs granted are reflected in the table
below:
| Name
of the person |
|
Director
or Officer |
|
Number
of RSUs granted |
| Vuong
Trieu, Ph.D. |
|
Director,
Chairman of the Board and Chief Executive Officer |
|
2,000 |
| Anthony
E. Maida III, Ph.D., M.A., M.B.A. |
|
Director
and Chief Medical Officer – Translation Medicine |
|
1,500 |
| Steven
W. King |
|
Director |
|
250 |
| Seymour
Fein, M.D. |
|
Chief
Medical Officer and Chief Regulatory Officer |
|
250 |
| Saran
Saund |
|
Chief
Business Officer |
|
1,500 |
| Amit
Shah |
|
Chief
Financial Officer |
|
1,500 |
The
RSUs have been granted at no cost to all the recipients and are subject to the terms and conditions of the RSU Agreement between the
Company and the recipient.
The
issuance of the RSUs is exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”),
in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act.
The
foregoing descriptions of the RSU Agreement is qualified in their entirety by reference to the full text of the form of such agreements,
a copies of which is attached as Exhibit 10.1, and which is incorporated herein in its entirety by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
|
Incorporation
by reference |
| |
|
|
|
|
| 10.1 |
|
Form of Restricted Stock Unit Grant Agreement |
|
Filed
herewith |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
|
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Oncotelic
Therapeutics, Inc. |
| |
|
|
| Date:
July 14, 2026 |
|
/s/
Vuong Trieu |
| |
By: |
Vuong
Trieu |
| |
|
Chief
Executive Officer |
